Conformed Copy - L3287 - Industrial Restructuring Project - Amendment 1

Page 1 March 17, 1992 The Chairman Development Bank of the Philip pin. Sen. Gil Puyat Avenue Corner Makati Avenue Makati, Metro Manila Republic of the Philippines Secretary of Finance Department of Finance Manila Republic of the Philippines Dear Sirs: Re: Loan No. 3287-PH Industrial Restructuring Loan Amendment of the Loan Agreement We refer to the Loan Agreement (Industrial Restructuring Project), dated January 23, 1991, between the International Bank for Reconstruction and Development (the Bank) and Development Bank of the Philippines (the Borrower). We also refer to the letter dated March 16, 1992, from the Development Bank of the Philippines, requesting the Bank to amend the Loan Agreement to reflect the co-financing agreements (Co-financing Agreements) entered or to be entered into between the Borrower and the various banks and financial institutions (Co-financiers) under the Bank's Export Credit Enhanced Leverage Program (EXCEL) Facility and to incorporate an optional cross-default clause in respect of the Co-financing Agreements. The Bank is pleased to inform you that, pursuant to the above request, it hereby agrees to amend the Loan Agreement as set out in the Attachment hereto. Please would each of you confirm the agreement on behalf of the Borrower and the Guarantor to the foregoing amendment by signing and dating the confirmation form on the enclosed copies of this letter and returning one such letter to us for our record. This amendment will become effective as of the date of this letter upon receipt of both such confirmations by us. Sincerely, Callisto Madavo Director East Asia and Pacific Region CONFIRMED BY: DEVELOPMENT BANK OF PHILIPPINES By: Date: March 26, 1992 Authorized Representative REPUBLIC OF THE PHILIPPINES AS GUARANTOR By: Date: April 24, 1992 Authorized Representative Page 2 ATTACHMENT LOAN 3287-PH 1. In the Recitals to the Loan Agreement, the existing Recital "(B)" is relettered "(C)" and the following new Recital (B) added prior thereto: "(B) the Borrower has concluded or intends to conclude agreements with various banks and financial institutions under the Export Credit Enhanced Leverage Facility (EXCEL) for loans up to an aggregate amount of approximately $75,000,000 equivalent (Co-financed Loans) for the purpose of financing the Project;" 2. Section 5.01 of the Loan Agreement is substituted with the following: " Section 5.01. Pursuant to Section 6.02 (k) of the General Conditions, the following additional events are specified: (a) the Charter or the Statement of Policy shall have been amended, suspended, abrogated, repealed or waived so as to effect materially and adversely the operations or the financial condition of the Borrower or its ability to carry out the Project or to perform any of its obligations under this Agreement; (b) a change shall have been made in the Operating Policy Guidelines without the Bank's consent; and (c) that (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any of the Co-financed Loans made to the Borrower for the financing of the Program shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (B) any of the Co-financed Loans shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement."